SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549
                                    FORM 10-Q

 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
---- Act of 1934

For quarterly period ended         June 30, 2002
                           ----------------------------

     Transition report pursuant to Section 13 or 15(d) of the Securities
---- Exchange Act of 1934

For the transition period from           to
                               ---------    ---------

Commission File Number      333-34088
                       --------------------

                         Integon Re (Barbados), Limited
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Barbados                                            N/A
--------------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

One Financial Place, Collymore Rock, St. Michael, Barbados  N/A
--------------------------------------------------------------------------------
    (Address of principal executive offices)                         (Zip Code)

                                 (246) 436-4895
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes  X    No
                              -----    -----

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

          Class                                     As of June 30, 2002
          -----                                     -------------------
Common Stock, no par-value                               1,000,000


<PAGE>

     This quarterly report, filed pursuant to Rule 13a-13 of the General Rules
and Regulations under the Securities Exchange Act of 1934, consists of the
following information as specified in Form 10-Q:

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         1.   Balance Sheets, June 30, 2002 and December 31, 2001.

         2.   Statements of Operations and Retained Earnings for the
              three-month periods ended June 30, 2002 and 2001 and six-month
              periods ended June 30, 2002 and 2001.

         3.   Statements of Cash Flows for the six-month periods ended June 30,
              2002 and 2001.

In the opinion of Management, the accompanying financial statements reflect all
adjustments, consisting of normal recurring accruals, which are necessary for a
fair presentation of the results for the interim periods presented. The
information furnished for the three-month and six-month periods ended June 30,
2002 may not be indicative of results for the full year.


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<PAGE>


                         INTEGON RE (BARBADOS), LIMITED
                                 BALANCE SHEETS
                           (Expressed in U.S. Dollars)


                                               June 30, 2002   December 31, 2001
                                                (unaudited)        (Audited)
                                               --------------  -----------------

ASSETS
   Investments                                  $ 1,001,677       $ 1,000,000
   Cash and cash equivalents                            476            12,372
   Accrued investment income                            165                86
   Due from shareholder                              78,903            63,804
                                                -----------       -----------

   Total Assets                                 $ 1,081,221       $ 1,076,262
                                                ===========       ===========

STOCKHOLDERS' EQUITY
   Share Capital
      Common Stock-no par value;
         Authorized - unlimited
         shares; issued and
         outstanding - 1,000,000
         shares at June 30, 2002
         and December 31, 2001                  $ 1,000,000       $ 1,000,000

      Retained Earnings                              81,221            76,262
                                                -----------       -----------

      Total Stockholders' Equity                $ 1,081,221       $ 1,076,262
                                                ===========       ===========


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<PAGE>


                         INTEGON RE (BARBADOS), LIMITED
          STATEMENTS OF OPERATIONS AND RETAINED EARNINGS FOR THE THREE
                   MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
             AND THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)
                           (Expressed in U.S. Dollars)


                               Three Month Periods         Six Month Periods
                                  Ended June 30,             Ended June 30,
                                 2002        2001          2002         2001
                              ----------  ----------    ----------   ----------
INCOME
  Interest earned             $    2,589  $    9,691    $    4,959   $   22,013
                              ----------  ----------    ----------   ----------

TOTAL INCOME                       2,589       9,691         4,959       22,013
                              ----------  ----------    ----------   ----------


RETAINED EARNINGS,
  beginning of
  period                          78,632      55,989        76,262       43,667
                              ----------  ----------    ----------   ----------


RETAINED EARNINGS,            $   81,221  $   65,680    $   81,221   $   65,680
  end of period               ==========  ==========    ==========   ==========


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<PAGE>

                         INTEGON RE (BARBADOS), LIMITED
            STATEMENTS OF CASH FLOWS FOR THE SIX MONTH PERIODS ENDED
                             JUNE 30, 2002 AND 2001
                                    UNAUDITED
                           (Expressed in U.S. Dollars)


                                                          Six Month Periods
                                                            Ended June 30,
                                                         2002           2001
                                                    -------------   ------------

Cash flows from operating activities:
  Administrative expenses paid and
recoverable                                         $    (15,099)   $   (18,670)
  Investment income received                               4,880         15,956
                                                    -------------   ------------

Net cash used in operating activities                    (10,219)        (2,714)
                                                    -------------   ------------


Decrease in cash and cash equivalents                    (10,219)        (2,714)
Cash and cash equivalents,
  beginning of period                                  1,012,372      1,005,501
                                                    -------------   ------------
Cash and cash equivalents,
  end of period                                      $ 1,002,153    $ 1,002,787
                                                    -------------   ------------

Reconciliation of net income to net cash
  provided by operating activities:
  Net income                                         $     4,959    $    22,013
  Change in:
    Accrued investment income                                (79)        (6,057)
    Due from shareholder                                 (15,099)       (18,670)
                                                    -------------   ------------

Net cash used in operating activities                $   (10,219)   $    (2,714)
                                                    =============   ============


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<PAGE>


Item 2. Management's Discussion And Analysis of Financial Condition And Results
        of Operations

Liquidity

The Company was incorporated on March 20, 2000 and as of the date of this
report, has not commenced operations. When it does, its liquidity requirements
will relate to payment of insurance losses, administrative expenses, and
dividends. Premiums generated by the Company's reinsurance business, combined
with investment earnings plus proceeds from the sale of the Company's
Participating Shares, will be its principal sources of funds. The Company
believes that such funds will be sufficient to meet its liquidity requirements
in 2002 and in future years to which its reinsurance liabilities will extend. No
capital expenditures are expected during the next few years.

Capital Resources

The Company's capitalization on December 31, 2001 and June 30, 2002, consisted
of paid in capital with respect to the Common Stock of $1,000,000, and earnings
retained for use in its business in the amount of $76,262 and $81,221,
respectively. In the future, the Company's capitalization will also include paid
in capital with respect to the Participating Shares which will range from
$125,000 to $7,500,000 (depending on the number of Participating Shares sold).

Barbados insurance law requires that the Company maintain a minimum
capitalization of $125,000 and, in addition, that the recorded value of the
Company's assets exceed its liabilities by: (a) $125,000 where the Company's
earned premium in the preceding financial year did not exceed $750,000; (b) an
amount equal to 20% of the Company's earned premium for the preceding financial
year, where such income exceeded $750,000 but did not exceed $5,000,000; and
(c) an amount equal to the aggregate of $1,000,000 and 10% of the amount by
which the Company's earned premium for the preceding financial year exceeded
$5,000,000. If the Company's net assets are less than mandated by Barbados law,
the Company has the right to reduce the business related to a Subsidiary Capital
Account by retrocession or any other means to the extent necessary to permit the
Subsidiary Capital Account to meet its pro rata share of the Company's required
capital and surplus.


                                       6

<PAGE>

Results of Operations

Because the Company has not commenced operations as of the date of this report,
the Company's only income since incorporation has consisted of investment income
that the Company earned on paid in capital with respect to the Common Stock. For
the three and six-month periods ended June 30, 2002, the Company had investment
income of $2,589 and $4,959, respectively, compared with $9,691 and $22,013 of
investment income for the comparable periods of the prior year. The reduction in
investment income in the quarter and six-month periods under review compared to
the comparable periods of the prior year is attributable to reductions in the
rate of interest received on the Company's investments.

The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contains various forward looking statements within the
meaning of applicable federal securities laws and are based upon the Company's
current expectations and assumptions concerning future events, which are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from those anticipated.

Part II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  No reports on Form 8-K were filed during the quarter for which this
          report is filed.


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<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

     INTEGON RE (BARBADOS), LIMITED  (Registrant)

                         By:     s/Ronald W. Jones
                                 ------------------
                                 Ronald W. Jones
                                 Vice President, Finance
                                 Signing on behalf of
                                 the Registrant, and
                                 Principal Financial Officer


Dated: July 30, 2002



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